American Lorain Corporation - Exhibit 10.2 - Filed by newsfilecorp.com






LOCK-UP AGREEMENT 

            THIS
LOCK-UP AGREEMENT (this “Agreement”) is made as of [         ] by and
among (i) American Lorain Corporation, a Nevada corporation (including any
successor entity thereto, the “Purchaser”), and (ii) each of the
persons listed on the signature page hereto (collectively, the
“Restricted Holders”). Any capitalized term
used but not defined in this Agreement will have the meaning ascribed to such
term in the Share Exchange Agreement. 

            WHEREAS,
on the date hereof, Purchaser and the Restricted Holders entered into that
certain Share Exchange Agreement (as amended from time to time in accordance
with the terms thereof, the “Share Exchange Agreement”), by and
among Purchaser, Shengrong Environmental Protection Holding Company Limited a
business company incorporated in the British Virgin Islands with limited
liability (the “Company”) and the Restricted Holders, pursuant to
which, subject to the terms and conditions thereof, Purchaser will acquire from
the Restricted Holders all of the issued and outstanding equity interests of the
Company in exchange for 114,000,000 shares of common stock of the Purchaser (including any
equity securities paid as dividends or distribution with respect to such shares
or into which such shares are exchanged or converted, the “Exchange
Shares”); and 

            WHEREAS,
pursuant to the Share Exchange Agreement, and in view of the valuable
consideration to be received by the Restricted Holders thereunder, Purchaser and
the Restricted Holders desire to enter into this Agreement, pursuant to which
the Exchange Shares shall become subject to limitations on disposition as set
forth herein. 

            NOW,
THEREFORE, in consideration of the premises set forth above, which are
incorporated in this Agreement as if fully set forth below, and intending to be
legally bound hereby, the parties hereby agree as follows: 

            1.
Lock-Up Provisions. 

                                 (a)
Each Restricted Holder hereby agrees not to, during the period commencing from
the consummation of the transactions contemplated by the Share Exchange
Agreement (the “Closing”) and ending on (x) the one (1) year
anniversary of the date of the Closing (the “Lock-Up Period”): (i)
lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any Exchange Shares, (ii) enter into any
swap or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of the Exchange Shares or (iii) publicly
disclose the intention to do any of the foregoing, whether any such transaction
described in clauses (i), (ii), or (iii) above is to be settled by delivery of the Exchange Shares  or other securities, in cash or otherwise (any of the
  foregoing described in clauses (i), (ii), or (iii), a “Prohibited
    Transfer”). The foregoing sentence shall not apply to the transfer of
  any or all of the Exchange Shares owned by a Restricted Holder, either during
  his lifetime or on death, (A) by gift, will or intestate succession, or (B) to
  any Affiliate, shareholder, member, partner or trust beneficiary, as the case
  may be, of such Restricted Holder; provided, however, that in any of cases (A)
  or (B) it shall be a condition to such transfer that the transferee executes and
  delivers to Purchaser an agreement stating that the transferee is receiving and
  holding the Exchange Shares subject to the provisions of this Agreement, and
  there shall be no further transfer of such Exchange Shares except in accordance
  with this Agreement. Each Restricted Holder further agrees to execute such
  agreements as may be reasonably requested by Purchaser that are consistent the
  foregoing or that are necessary to give further effect thereto. 

                                 (b)
Notwithstanding the foregoing, each Restricted Holder may during the Lock-Up
Period pledge their Exchange Shares (other than their Escrow Shares) to an
unaffiliated third party as a guarantee to secure borrowings made by such third
party to the Company or any of its Subsidiaries. 

                                 (c)
If any Prohibited Transfer is made or attempted contrary to the provisions of
this Agreement, such purported Prohibited Transfer shall be null and void ab
initio, and Purchaser shall refuse to recognize any such purported transferee of
the Exchange Shares as one of its equity holders for any purpose. In order to
enforce this Section 1, Purchaser may impose stop-transfer instructions
with respect to the Exchange Shares of each Restricted Holder (and permitted
transferees and assigns thereof) until the end of the Lock-Up Period. 




                                 (d)
During the Lock-Up Period, each certificate evidencing any Exchange Shares shall
be stamped or otherwise imprinted with a legend in substantially the following
form, in addition to any other applicable legends: 

“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP
AGREEMENT DATED AS OF [                   ] BY AND AMONG THE ISSUER OF SUCH
SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS
AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY
THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” 

            2.
Miscellaneous. 

                                 (a)
Termination of Share Exchange Agreement. Notwithstanding anything to the
contrary contained herein, in the event that the Share Exchange Agreement is
terminated in accordance with its terms prior to the Closing, this Agreement and
all rights and obligations of the parties hereunder shall automatically
terminate and be of no further force or effect. 

                                 (b)
Binding Effect; Assignment. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective permitted successors and assigns. This Agreement and all
obligations of each Restricted Holder are personal to such Restricted Holder and
may not be transferred or delegated by such Restricted Holder at any time.
Purchaser may freely assign any or all of its rights under this Agreement, in
whole or in part, to any successor entity (whether by merger, consolidation,
equity sale, asset sale or otherwise) without obtaining the consent or approval
of any Restricted Holder. 

                                 (c)
Third Parties. Nothing contained in this Agreement or in any instrument
or document executed by any party in connection with the transactions
contemplated hereby shall create any rights in, or be deemed to have been
executed for the benefit of, any person that is not a party hereto or thereto or
a successor or permitted assign of such a party. 

                                 (d)
Governing Law; Jurisdiction. This Agreement and any dispute or
controversy arising out of or relating to this Agreement shall be governed by
and construed in accordance with the laws of the State of New York, without
regard to the conflict of law principles thereof. All Actions arising out of or
relating to this Agreement shall be heard and determined exclusively in any
state or federal court located in New York, New York (or in any court in which
appeal from such courts may be taken) (the “Specified Courts”).
Each party hereto hereby (i) submits to the exclusive jurisdiction of any
Specified Court for the purpose of any Action arising out of or relating to this
Agreement brought by any party hereto and (ii) irrevocably waives, and agrees
not to assert by way of motion, defense or otherwise, in any such Action, any
claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution, that
the Action is brought in an inconvenient forum, that the venue of the Action is
improper, or that this Agreement or the transactions contemplated hereby may not
be enforced in or by any Specified Court. Each party agrees that a final
judgment in any Action shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by Law.
Each party irrevocably consents to the service of the summons and complaint and
any other process in any other action or proceeding relating to the transactions
contemplated by this Agreement, on behalf of itself, or its property, by
personal delivery of copies of such process to such party at the applicable
address set forth in Section 2(g). Nothing in this Section 2(d)
shall affect the right of any party to serve legal process in any other manner
permitted by applicable law. 

                                 (e)
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH
PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 2(e). 




                                 (f)
Interpretation. The titles and subtitles used in this Agreement are for
convenience only and are not to be considered in construing or interpreting this
Agreement. In this Agreement, unless the context otherwise requires: (i) any
pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa; (ii) “including” (and with correlative
meaning “include”) means including without limiting the generality of any
description preceding or succeeding such term and shall be deemed in each case
to be followed by the words “without limitation”; (iii) the words “herein,”
“hereto,” and “hereby” and other words of similar import in this Agreement shall
be deemed in each case to refer to this Agreement as a whole and not to any
particular section or other subdivision of this Agreement; and (iv) the term
“or” means “and/or”. The parties have participated jointly in the negotiation
and drafting of this Agreement. Consequently, in the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provision of this Agreement. 

                                 (g)
Notices. All notices, consents, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
delivered (i) in person, (ii) by facsimile or other electronic means, with
affirmative confirmation of receipt, (iii) one Business Day after being sent, if
sent by reputable, nationally recognized overnight courier service or (iv) three
(3) Business Days after being mailed, if sent by registered or certified mail,
pre-paid and return receipt requested, in each case to the applicable party at
the following addresses (or at such other address for a party as shall be
specified by like notice): 

	 	 
	If to Purchaser after the Closing, to 	With copies to (which shall not constitute
      notice): 
	  	  
	  	  
	Hubei Shengrong Environmental Protection 	Ellenoff Grossman & Schole LLP 
	Energy-Saving and Technology Co. Ltd., 	1345 Avenue of the Americas, 11th Floor 
	Qiaokou Nanniwan Changfeng Science 	New York, New York 10105 
	and Technology Industrial Park 	Attention: Richard I. Anslow 
	Western Avenue 	Facsimile No.: (212) 370-7889 
	Building 3 	Telephone No.: (212) 370-1300 
	Wuhan, 430034 	Email: ranslow@egsllp.com 
	China 	  
	  	  
	  	  
	
      If to any Restricted Holder, to the address of such
      Restricted Holder as set forth under the name of such Restricted
      Holder on the signature pages hereto. 

	 


                                 (h)
Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance, and either retroactively or prospectively) only with the
written consent of Purchaser, and Restricted Holders holding a majority of the
Exchange Shares held by all Restricted Holders. No failure or delay by a party
in exercising any right hereunder shall operate as a waiver thereof. No waivers
of or exceptions to any term, condition, or provision of this Agreement, in any
one or more instances, shall be deemed to be or construed as a further or
continuing waiver of any such term, condition, or provision. 

                                 (i)
Severability. In case any provision in this Agreement shall be held
invalid, illegal or unenforceable in a jurisdiction, such provision shall be
modified or deleted, as to the jurisdiction involved, only to the extent
necessary to render the same valid, legal and enforceable, and the validity,
legality and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired thereby nor shall the validity, legality or
enforceability of such provision be affected thereby in any other jurisdiction.
Upon such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable
provision that carries out, so far as may be valid, legal and enforceable, the
intent and purpose of such invalid, illegal or unenforceable provision. 




                                 (j)
Specific Performance. Each Restricted Holder acknowledges that its
obligations under this Agreement are unique, recognizes and affirms that in the
event of a breach of this Agreement by any Restricted Holder, money damages may
be inadequate and Purchaser may have not adequate remedy at law, and agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed by a Restricted Holder in accordance with their
specific terms or were otherwise breached. Accordingly, Purchaser shall be
entitled to seek an injunction or restraining order to prevent breaches of this
Agreement by any Restricted Holder and to seek to enforce specifically the terms
and provisions hereof, without the requirement to post any bond or other
security or to prove that money damages would be inadequate, this being in
addition to any other right or remedy to which such party may be entitled under
this Agreement, at law or in equity. 

                                 (k)
Entire Agreement. This Agreement (including any Schedules hereto)
constitutes the full and entire understanding and agreement among the parties
with respect to the subject matter hereof, and any other written or oral
agreement relating to the subject matter hereof existing between the parties is
expressly canceled; provided, that, for the avoidance of doubt, the
foregoing shall not affect the rights and obligations of the parties under the
Share Exchange Agreement or any Ancillary Document. Notwithstanding the
foregoing, nothing in this Agreement shall limit any of the rights or remedies
of Purchaser or any of the obligations of the Restricted Holders under any other
agreement between the Restricted Holders and Purchaser or any certificate or
instrument executed by the Restricted Holders in favor of Purchaser, and nothing
in any other agreement, certificate or instrument shall limit any of the rights
or remedies of Purchaser or any of the obligations of the Restricted Holders
under this Agreement. 

                                 (l)
Counterparts; Facsimile. This Agreement may also be
executed and delivered by facsimile signature or by email in portable document
format in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. 

[Remainder of Page Intentionally Left Blank; Signature
Pages Follow] 




      
     IN WITNESS WHEREOF, the parties have executed this
Lock-Up Agreement as of the date first written above. 

	 	Purchaser: 
	 	  
	 	AMERICAN LORAIN CORPORATION, 
	 	a Nevada corporation 


 

	 	By: 	   
	 	 	Name: 
	 	 	Title: 


 

	 	Restricted Holders: 
	 	  
	 	China Sunlong Environmental Technology Inc. a
      Cayman 
	 	Islands company 


 

	 	By: 	   
	 	 	Name: Jianzhen Li 
	 	 	Title: Director 


 

	 	Jie Tu 


 

	 	By: 	   
	 	 	Name: Jie Tu 


 

	 	Ying Zhang 


 

	 	By: 	   
	 	 	Name: Ying Zhang 


 

	 	Act Power Limited, 
	 	a British Virgin Islands company



 

	 	By: 	   
	 	 	Name: Xianhua Zhou 
	 	 	Title: Director 


 

	 	Citi Profit Investment Group Limited, 
	 	a British Virgin Islands company








	 	By: 	  
	 	 	         Name: Shaohua
      Zhou 
	 	 	         Title:
      Director 


 

	 	Jayway International Holdings Co., Ltd., 
	 	a British Virgin Islands company



 

	 	By: 	   
	 	 	Name: Hui Li    
	 	 	Title:
      Director 


 

	 	Sky Tank Limited, 
	 	a British Virgin Islands company



 

	 	By: 	  
	 	 	Name: Manli Long 
	 	 	Title: Director 


 

	 	Huiying Liang 


 

	 	By: 	  
	 	 	Name: Huiying Liang 


 

	 	Patriot Management Ltd. 
	 	a British Virgin Islands company



 

	 	By: 	  
	 	 	Name: Ziqiang Zheng 
	 	 	Title: Director 


 

	 	Min Wang 


 

	 	By: 	  
	 	 	Name: Min Wang 


 

	 	Citi Profit Investment Holding Limited, 
	 	a British Virgin Islands company



 

	 	By: 	  
	 	 	Name: Jin’ai Huang 
	 	 	Title: Director 


 

	 	Sky Tank Investment International Holdings Co.,
      Ltd., 
	 	a British Virgin Islands company








	 	By: 	  
	 	 	Name: Mei Le 
	 	 	Title: Director



 

	 	Havesuccess Investment Limited, 
	 	a British Virgin Islands company



 

	 	By: 	  
	 	 	Name: Huazhen Lin 
	 	 	Title: Director



 

	 	HHM International Inc., 
	 	a British Virgin Islands company



 

	 	By: 	  
	 	 	Name: Haimei Huang 
	 	 	Title: Director



[Signature Page to Lock-Up Agreement]